-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DK01CpuZ/fFUUmYKDuAkLeP2OGpr2eNm3ijrJNZRz8PqW3M/6Q5fIjGBrPux5mig fEKDEmfmT2Ff7F3EOYihGw== 0001209191-08-017167.txt : 20080311 0001209191-08-017167.hdr.sgml : 20080311 20080311061323 ACCESSION NUMBER: 0001209191-08-017167 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080311 DATE AS OF CHANGE: 20080311 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 042648081 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 08679311 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners III LP CENTRAL INDEX KEY: 0001391121 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 08679312 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors III LLC CENTRAL INDEX KEY: 0001391563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 08679313 BUSINESS ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 08679314 BUSINESS ADDRESS: STREET 1: NEOSE TECHNOLOGIES INC STREET 2: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2122620005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 bny50633mhr_3.xml MAIN DOCUMENT DESCRIPTION X0202 3 2008-02-29 0 0000318996 KEY ENERGY SERVICES INC KEG 0001391563 MHR Institutional Advisors III LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391121 MHR Institutional Partners III LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 13266146 I See Footnote This Form 3 is being filed to report that each of (i) MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"), and (ii) MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), became beneficial owners of greater than 10% of the outstanding shares of common stock (the "Common Stock") of Key Energy Services, Inc. (the "Issuer") solely due to a reduction in the number of outstanding shares of Common Stock of the Issuer as reported on its Form 10-K for the fiscal year ended December 31, 2007, filed on February 29, 2008. These shares are held for the account of Institutional Partners III. Institutional Advisors III is the general partner of Institutional Partners III. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III. Dr. Rachesky and Fund Management may also be deemed to be beneficial owners of the shares of Common Stock of the Issuer as reported on that certain Form 4, dated January 9, 2008. MHR INSTITUTIONAL ADVISORS III LLC, By: /s/ Hal Goldstein, Name: Hal Goldstein, Title: Vice President 2008-03-10 EX-99 2 y50633ex99.txt ADDITIONAL EXHIBITS MHR INSTITUTIONAL PARTNERS III LP By: MHR Institutional Advisors III LLC, its General Partner By: /s/ Hal Goldstein 03/10/2008 ------------------------------------ ---------- Name: Hal Goldstein Date Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MHR FUND MANAGEMENT LLC By: /s/ Hal Goldstein 03/10/2008 ------------------------------------ ---------- Name: Hal Goldstein Date Title: Vice President Address: 40 West 57th Street, 24th Floor New York, New York 10019 MARK RACHESKY, M.D. By: /s/ Hal Goldstein, Attorney in Fact 03/10/2008 ------------------------------------ ---------- Date Address: 40 West 57th Street, 24th Floor New York, New York 10019 -----END PRIVACY-ENHANCED MESSAGE-----